8-KExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Exhibit Filing (Feb 14, 2018)

Filed February 14, 2018For Securities:D

Summary

Dominion Energy, Inc. (D) filed this 8-K on February 14, 2018, to provide crucial financial information related to its anticipated acquisition of SCANA Corporation. While the merger had not yet closed as of the filing date, Dominion Energy is presenting the audited and unaudited financial statements of SCANA, as well as unaudited pro forma financial statements for Dominion Energy, reflecting the potential combination. This filing is a necessary step to comply with SEC regulations and provide investors with the necessary data to assess the financial implications of this significant stock-for-stock merger.

Key Highlights

  • 1Filing provides SCANA Corporation's audited financial statements for years ended December 31, 2016 and 2015, and for the three years ended December 31, 2016.
  • 2Unaudited condensed consolidated financial statements of SCANA Corporation as of September 30, 2017, and for the nine months ended September 30, 2017 and 2016 are included.
  • 3Dominion Energy is submitting unaudited pro forma consolidated financial statements as of September 30, 2017, for the nine months ended September 30, 2017, and for the year ended December 31, 2016.
  • 4The filing is in preparation for a probable business combination between Dominion Energy and SCANA Corporation.
  • 5The merger agreement was entered into on January 2, 2018, with SCANA shareholders to receive 0.6690 shares of Dominion Energy common stock per SCANA share.
  • 6Consummation of the merger is subject to closing conditions.
  • 7The filing includes the consent of Deloitte & Touche LLP, the independent auditor for SCANA.

Frequently Asked Questions

The primary purpose of this 8-K filing is to provide investors with the necessary financial statements of SCANA Corporation and pro forma financial information for Dominion Energy, in anticipation of Dominion Energy's acquisition of SCANA. This allows investors to analyze the financial impact of the proposed merger.

No, as of the filing date of February 14, 2018, the acquisition of SCANA Corporation had not yet been completed. The filing includes financial information because the merger agreement was signed and the transaction was considered probable, requiring the disclosure of relevant financial data.

The filing includes both audited consolidated financial statements of SCANA Corporation for the years ending December 31, 2016, and 2015, and for the three years ending December 31, 2016. Additionally, unaudited condensed consolidated financial statements as of September 30, 2017, and for the nine-month periods ended September 30, 2017, and 2016 are provided.

Under the terms of the merger agreement, SCANA shareholders are expected to receive 0.6690 shares of Dominion Energy common stock for each share of SCANA common stock they own.